Calculation of Earn-Out. 4.4.1 The Buyer shall calculate earned Earn-Out for the respective period above after the expiry of the period. The calculation shall be made in USD as per EXFO’s accounting system.
Calculation of Earn-Out. As part of the Merger Consideration, the Purchaser shall pay to the Shareholders additional amounts as follows (each, an “Earn-Out Payment”):
Calculation of Earn-Out. Dispute 5 Section 1.7 Payment of The Earn-Out Amount 6 ARTICLE II THE CLOSING Section 2.1 Initial Closing 6
Calculation of Earn-Out. The Seller’s Earn-Out shall be based on the gross revenues achieved by the Companies between the Closing and December 31, 2014 (the “Earn-Out Period”) as follows:
Calculation of Earn-Out. The determination of the amount of the Earn-Out payable to the Shareholders shall be calculated by the CENTURY representative and the Shareholder Representative on the basis of the Report, as follows:
Calculation of Earn-Out. The Seller’s Earn-Out shall be based on the combined net profit percentage of the Buyer and MPC, determined as follows: During March, 2012, the Buyer’s Chief Financial Officer (the “CFO”) will determine the total combined net income of the Buyer and MPC for the years ending December 31, 2009, 2010, and 2011 (the “Total Net Income”) using GAAP accounting standards. The total combined net income of MPC using GAAP standards, for the years ending December 31, 2009, 2010 and 2011 (the “MPC Net Income”) will be divided by “Total Net Income” with that number being used as the multiplier of the total amount of the Buyer’s issued and outstanding common stock on December 31, 2011. The resulting number is the amount of earn-out shares of Buyer’s common stock to be issued to the Seller (the “Earn-Out Shares”). In no event shall the Earn-Out Shares exceed 35% of the issued and outstanding common stock of the Buyer on December 31, 2011. (Example: Total “MPC Net Income”= $2,500,000 “Total Net Income”= $10,000,000. Then $2,500,000 / $10,000,000 = 25%. If the total issued and outstanding common stock of Buyer on December 31, 2011 is 150,000,000 shares, the Seller would receive 25% thereof or 37,500,000 shares).
Calculation of Earn-Out. (a) Year One.
Calculation of Earn-Out. The Shareholder shall be entitled to earn additional TeraGlobal Shares ("Earn-Out Shares") based on Surviving Corporation's gross sales during the period from January 1 to December 31, 1998 (such period to be referred to as "Fiscal 1998" and such gross sales as "Fiscal 1998 Sales"). If Fiscal 1998 Sales are equal to or greater than $3.1 Million, TeraGlobal shall issue in the name of and deliver to the Shareholder 200,000 Earn-Out Shares on April 15, 1999. In addition, on April 1, 1999, TeraGlobal shall issue in the name of and deliver to the Shareholder that number of Earn-Out Shares equal to two (2) times the amount by which Fiscal 1998 Sales exceed $3.1 Million divided by the market closing price of TeraGlobal shares on December 15, 1998; provided, however, that in no event shall the total amount of Earn-Out Shares exceed 400,000.
Calculation of Earn-Out. The amount of the Earn-Out Consideration, if any, shall be calculated in accordance with and pursuant to Schedule 1.8 hereto. As soon as practical following the conclusion of the fiscal first quarter of Buyer’s fiscal year 2015 and quarterly thereafter during the Earn-Out Period, and in any event not later than ninety (90) days after such dates, the Buyer shall prepare a calculation of the amount of the Earn-Out Consideration (the “Earn-Out Calculation”), if any, payable with respect to the Earn-Out Period, and shall deliver a copy of the Earn-Out Calculation with reasonable back-up data and a statement showing the method of computing the applicable Earn-Out Consideration, if any, to the Securityholders’ Representative. The Buyer and the Surviving Corporation shall keep complete and accurate records in sufficient detail to enable the Securityholders’ Representative to calculate and determine the Earn-Out Consideration, whether or not the Earn-Out Consideration for the Earn-Out Period was earned.
Calculation of Earn-Out. Seller’s Earn-Out shall be based on the EBIT of the Company determined as follows (“EBIT” shall mean the Company’s earnings before interest and taxes and shall be calculated on a basis consistent with GAAP):
